The Amazing Spider-Woman
by Summersfan
Summary: ...so, there's a clone of Spider-man running around New York. A female clone. With a different powerset and a different supporting cast. ...just what has she been up to all this time?
1. Chapter 1

Notes: this sticks close to canon through the Ultimate Spider-man series; I love Bendis dearly, but the one thing that bugs me about him is that sometimes he creates strong female characters—and seems to forget about them. Spider-woman's story is an awesome one, one as compelling or maybe even more than Peter's story. But... not told. Just implied. I want her to be a bigger part of the Ultimate Spider-man Universe than she is. But... she's not.

Rating: Teen

1.

I love Mary-Jane Watson.

That's the weird part. That's the part I still have trouble with.

Everything else is starting to come together.

2.

It was the Sand-dude that was really bugging me. He'd been there when Peter died, been one of the ones gunning for him, one of the ones who piled onto him.

I'd staked out my territory, and staked it out far from Peter. Being around Peter was weird for me. Peter had died, and I hadn't even been there.

But here was the Sand-dude, breaking into a bank.

The other dudes with him in prison garb were small-timers. A bunch of loser nitwits. I swung in fast and hard, plowing right through one, knocking him sprawling, and webbing the others.

"Dude, you are seriously robbing a bank?" I asked Sandman.

He looked at me, and his whole body shifted, swelling larger. Getting ready to fight.

I took a deep breath, tensing up. Getting ready.

The first blast of sand went in low, as if he was just daring me to jump up. So I did, curious to see if he was really smart enough to try to use that against me. He did, laying down a wide stream, attacking from several angles, figuring that once I was in the air I couldn't dodge.

I webbed a wall and yanked myself out of the way, swinging around him.

_Broad daylight, and he's walking in the front door of a bank. He's cocky. He thinks he's invincible._

So I dropped back to the ground, facing him head-on. "No, seriously, have you thought this out?"

He got ready to hit me, still without a word. And I was angry at him, really angry. He'd helped kill Peter. He'd done that.

So I charged forward, right into him, and hit him as hard as I could, right in the part that still looked slightly solid and human. He just blew to pieces, like sand, deforming, but the solid pieces flew right across the street. It was satisfying on many levels.

I jumped back, sticking to the wall.

"I just can't get a break, can I?" he complained, pulling himself back together.

"Nope," I said cheerfully. "Dude, are you thinking straight at all? The Ultimates have you locked up tight in the Triskelion. You get out. Which, by the by? You keep breaking out, and eventually they'll just kill you. You know that, right? You get out, and I get a text letting me know it, and less than four hours later, you're robbing a bank. What gives?"

He smirked at me. "Jailbait, you got no clue. It's what I do."

"Yeah. It's dumb, is what it is." I hopped down, still facing him, talking as casually as I could manage. "You're seriously robbing that bank?"

He looked at the bank. "What?"

"I mean, you're gonna get the Ultimates down here pretty quick, and then you go back in the box."

He snarled some choice curses at me. I continued monologuing. "See, you're made of sand, invulnerable, unkillable. You can do some amazing things. But you're thinking small-time. I mean—do you even eat, anymore?"

His eyes seemed to glaze over. "God, you even sound like the idiot."

That made me mad. He'd killed Peter. Killed him! Did he get talk about this? "Peter was dying, and he still took you down. Hard."

"The old lady did, when she shot Electro," he said, but the correction still sounded awful. I nodded. "Look, I can't be hurt. You can. Swing off, little spider-girl. Let me do my thing."

I shook my head. "One, it's Spider-woman. A little respect, dude. Secondly. I can't do that. Hey, what are you doing with your power?"

By now we were standing face to face, as if I wasn't terrified. The mask helps. With the mask on I could hide all the terror I felt.

He sneered. He was the very definition of hardened. "What am I doing? What does it look like. Reaping the benefits."

"Yeah. You're about to steal some money. What good will it do you? Do see this place? See how deserted the streets are? About half the world is dead because of freak-jobs taking what they want. And you want to take more? What good will it do you? I mean, really?"

He growled, looming over me. Trying to be intimidating. "You got a point?"

I sighed. "You're only going to get hurt. You know Iron Man has your genetics on file, that he can just zap you. You know that money you want so bad? I mean it. Think about it. What will you spend it on? Liquor? Hate to tell you this, but you probably can't get drunk. Can you even taste food?"

He made a face. "And, what, you're telling me all of life's little pleasures are denied to me? What about women?"

I knew he couldn't see my face behind the mask, so I mimed throwing up. "Dude. Seriously? Seen a mirror? There's not enough money in the world. You're not human any more. Time to think about what that means."

That wasn't terribly nice, so it wasn't a big surprise when he blasted me across the street.

Or tried to.

That little itch on the back of my neck tells me when the baddies will try it. And they always do. When they do, I twist, I spin, I dodge.

I jumped up, angling over the blast of sand particles, and came down on the other side of him. "The thing of it is, I'm probably the only person in town at the moment who knows how that feels. To suddenly get cut off from the human race."

"My heart bleeds for ya, kid." He spun, trying to get me with a wide-ranging attack where his whole body exploded outward. This time I jumped up, webbing up the side of the nearest building and yanking myself up over his head in a long arc.

He shot a blast of sand up at me, and I dropped again, landing beside him. This time I crossed my arms. "You yutz. You're standing around fighting me, which buys Iron Man time. This is exactly what I'm talking about. Have you thought about what happens if you win? If you win, then you get to destroy the world. Kill everybody. Yay. If you don't, you go down hard to Iron Man. You've been given all this power, but all you do is jump around making the world a little worse all over."

He grinned at me. "Works for me."

I sighed. "Okay. But try to think about it, will ya? For the next however long the Ultimates hold you in a little box."

There was a whining noise in the sky, the only warning he got, and Tony Stark descended with all the power he had, blasting out at Sandman with that fancy genetics-gun he had put together. It would work on me, too, I knew, but that was okay. We were cool.

I took off in a hurry. Tony would start hitting on me again if I stuck around. We'd done a team-up, once, and it was as creepy as hell. I was glad I had no memories of Tony from... from before. That would have made it even creepier.

I headed back towards my regular work.

3.

Right now I was pulling double duty, trying to guard the whole town. Sure, there was that kid, Miles, with his brand-new suit. But the thing was... Peter had covered a lot of the town. I'd done very little, mostly just fill-in work where Peter was stretched thin.

Most of my big jobs were out of town stuff.

I didn't patrol. Peter had that. I didn't worry about organized crime. Peter was learning how to make a dent in that.

Now he was gone, and a lot of criminals thought the town was now ripe for the picking.

Well, bad news, guys.

I got back to the lab in record time. "Yo, how we doing?" I asked, crawling in the window.

Doctor Connors spun around in his chair, glaring at me. "I can't believe you ditched me for Fury's little thing."

I shrugged. "Yeah, my heart bleeds."

Dr. Connor was one of the many men who'd done stupid things to bring me into this world. Not like a father. Don't even think that. It's stupid. The men who created me were creeps, stupid, or evil. Otto Octavius was the worst of the bunch, but he was very much the deadest of the bunch now.

There was a body. That rule was important.

Dr. Conner stood up, waving at me with his only hand. "Why are you doing this to yourself, Jessica? Why?"

I flipped my mask off. "Because right now New York's a damn sight poorer than it was before. And, you know what? You don't get to pull stupid crap like that question out of your butt. What's bugging you?"

He stabbed a finger at me. "We're close to a breakthrough here. I just want-"

"Nuh-uh. No." I slipped my lab coat on, and got right back in his face a little bit. "The things you have done, the things you have let out on this world, they have caused suffering. That guy out there? That Sandman? He's not one of yours, but he's like yours. An abomination." I waved a hand at all the whiteboards and various doodads we had lying around. "We're here to fix things, not to make more of them. You get me?"

He didn't. Like many men, he had trouble letting go of the idea of reaching for power. But he'd reached for the Venom suit, and created such carnage that it made the lizard-creature he could become downright inconsequential.

He'd been in prison since then. When Nick Fury and Tony Stark had offered to let me try to work out some of the more complex pieces of the puzzle, I'd asked for Dr. Connors.

Not because I trust him. Because I understand him.

Because he knows about the Venom symbiote.

The one that's inside me.

It had bonded with Peter on a deeper level than anybody had realized. It had forcibly re-bonded him later, abandoning Eddie Brock. That was what had tipped us off. That was the point when I'd realized that it must be inside me too.

It's a little scary, that thing inside me.

There was a knock at the door.

"And now our test subject is here, and we're not ready!" growled Dr. Connors.

I rolled my eyes at him. "God, meat-head. We aren't going to be ready."

In all my memories of being Peter Parker, I'd been extremely courteous and deferential to smart scientists. In return they'd experimented on me, mutated me, cloned me, and done various stupid things all around.

These days, I didn't trust any of them as far as I could throw them.

The SHIELD agent attending got the door. "Miss Watson," he said. "Please, come in."

I shivered, but managed to turn to face her.

I knew it was weird for her to see me too. The things I must remind her of, now that Peter's dead...

She came in slowly, looking around cautiously. As beautiful as ever. That red hair...

I grinned nervously. "MJ, hi."

"You said on the phone I might have something wrong with me." She twisted her hands together. I knew all her tells—I'd spent a long time memorizing every little thing she did. I could tell exactly how nervous she was.

I nodded. "Yes. You see, the thing is, the Oz that the clone of Peter injected you with... well. You know how Norman Osborn was dead, then he wasn't? You probably don't know this, but some of the smartest scientists the government have were trying to take his powers away. Powers based on that same formula you were injected with. And... they couldn't."

She winced. "If I was going to turn into a monster, wouldn't I have done it by now?"

There was an implication. Wouldn't she have done it when she could save Peter?

"Maybe. We don't know. We just know that maybe it's only dormant—maybe your DNA is still at risk. Reed Richards, he's very smart. Very smart. But they used his process, the one he used on you, to cure you, they used it on Norman... and he was still able to turn into a monster."

She sighed. "So, you want blood samples?"

I waved my hands around the lab. "See, the thing of it is, no."

She raised an eyebrow. "I don't understand, Jessica. Why bring me here if...?"

I pointed at Dr. Connors. "That dude turned himself into a lizard monster and killed people."

The doctor growled a curse word at me. I ignored it, pressing on.

"He took a sample of Peter's blood, and tried to use it to do something bigger. With that, he created the monster that killed Gwen, and later regenerated into her."

"Oh, right. The Carnage thing."

"Yes. See, the stuff in you—it could make another Norman Osborn, in the wrong hands. The stuff in me... could do the same." I nodded at her. "That's why we have to be very careful. From now on... don't let anybody take your blood. Ever. For nothing. Don't go to any doctor who I don't trust. We don't trust."

She shivered. "You're working with Nick Fury, aren't you?"

"Um... yes. Since he came back, I've been doing a whole bunch of stuff. I mean, even before, I was working with SHIELD. As an agent."

MJ was baffled by this idea. "Why?"

"Because there was stuff going on in the world, and they needed it. And I technically don't exist, so I'm very, very deniable. So they owe me, and this lab is my payback, you see. They owe me, so I get to try to fix this. And I really don't trust anybody else to fix this. To try to repair the damage done to you. Because they would—especially SHEILD folks! Sure, I like them, but they'd steal it, and try to use it, and make things worse. I don't go for that."

"And they won't go behind your back?"

I grinned at her. Always smart, always thinking. I loved that about MJ. "Of course they will. That's why no samples of your blood. Of course, they already have samples, but I'm doing all this work in my head. It's the only safe way."

Dr. Connors coughed. "Shall we get on with the examination?"

4.

Technically, I'm about a year old.

In my head, I'm sixteen.

But I don't exist, and so my ID says I'm eighteen.

Useful for getting a license. Useful for getting into places.

I drove MJ back to her place. I told her it was on my way, which it was not. But it was good to talk to her.

"So the wannabe supervillain girl, the one with the exploding powers, you've kept an eye on her?" I was keeping it all business. MJ still made me nervous.

She shrugged. "Yeah, I guess. I mean, when she realized Peter was Spider-man she flipped out and was mad at me, because she blamed him. Afterwards, when she thought about it, about the way he was nice to her after she blew him up, she was a little curious. So we talked. Now we hang out sometimes."

I nodded sympathetically. Yeah, Peter had been a good guy. Stupid, though. Letting old enemies close. Trying to help them be better.

Like I was doing with Connors.

Yes, I know. We are sort of the same person.

Sort of. Not really. The whole thing is weird.

I mean, WEIRD.

First of all, there's a little bit of body dysphoria.

Yeah. I've looked this stuff up. I read up on the experiences of the transgendered and transsexual. It seemed relevant. Because every morning when I wake up I wander to the bathroom in a daze, needing to pee, and it takes me a little while to remember that I have to sit down to do that now.

Every. Damn. Morning. It's been a year. You'd think it would go away. Apparently fifteen years of learning a habit are hard to break.

Yeah. I have girl parts now. But that's not all. I feel like a girl. It feels right. It feels like who I am. I'm not Peter, and, really, I never was. Those memories? They were carried on those little pieces of the symbiote in me, not in my own genetic code. The fact that I had those memories, that I'd carried them, should have been a red flag to everybody. Clones don't get the memories of the original. Idiots. They assumed it was a spider thing.

It was a symbiote thing. Venom was writing memories into genetic code. That's how I remember what it feels like to touch MJ, to kiss her.

Yeah. See, I am a girl. I want to be a girl. It's me.

But. The tricky piece, the big reason I stayed away from Peter. It's not just that Peter freaked me out.

It's that I still love MJ. I love her to the core of my being. I can never stop.

And she looks at me like I'm a total stranger.

I think she knows I love her. She saw how the crazy clone with the half face was obsessed with her. She has to have guessed that I'm like that too.

And she doesn't love me. She loved Peter, who died fighting Norman Osborn.

Norman frigging Osborn.

There are times when I wish I could have stayed closer. Close enough to be there to protect Peter then. Close enough...

Well. For now there's this little kid running around as the new Spider-man. Him, I watch closer. Him, I try to protect. He's got potential. But he could also get himself in way over his head, same as Peter did.

I watch.

She shivered. "Aunt May and Gwen took off for France, you know."

"Oh, really?"

"Yeah. And Kitty, Bobby and Johnny just disappeared. I feel... well, alone. And everybody knows I was dating Spider-man. People ask me questions, so many stupid questions."

"Yeah."

"Sometimes I want to just do like them all and take off."

"That'd kill your mom, you know."

"Yeah."

I gripped the steering wheel extra-tight. It was so weird, here with MJ.

Very weird.

"So, you're... I don't know. Stepping up? I've seen you in the news a lot."

"Um, yeah. Peter... Peter did so much for this town. With him gone, a lot of rats are crawling out the woodwork. There's—you saw the kid, the other Spider-man? On the news?"

"Yeah. What's up with that?"

"Just a random kid who got bit by the same spiders."

"Really?"

"Yeah. But he gets it. He wants to step up, be Spider-man. Do what Peter did."

"Why not you?"

"I've got... bigger fish to fry?"

She gave me a dirty look. "Bigger than Peter?"

"Well, no. Listen. I couldn't have done it, except he was there, keeping the city safe. I knew he was there, so I could take off and go to Montana when Nick Fury told me there was a bunch of super-powered lizard chicks doing a crime spree, and he couldn't spare a single cape. And me, well..."

"Nick Fury. Peter said you were going to avoid him after the thing with the Spider-slayers."

"Yeah. I was. I did. And then... well. I was homeless, y'know?"

"You could have come back. Experience says Aunt May would have made a place for you."

"Yeah... no. When I was around, she didn't know. I wasn't going to be the one to tell her, y'know?"

In a way, it felt really good that the two of them had talked about me. It made this feel like normal teenage gossip.

MJ glanced at me out of the corner of her eye, a sad look. I'd reminded her of Peter again, and it hurt.

I ground my teeth together. I never wanted to hurt MJ, but sometimes it was hard to avoid it.

"So, you were homeless?"

I grimaced. "For a while. Let me tell you, the streets are a rough place. Lots of people just get victimized again and again... there was a thing where homeless girls were vanishing. I got involved. Vampires and stuff. Did you know there are vampires?"

"Uh, yeah. Peter fought some."

"Huh, really? Anyway, yeah, it was good. Learned a little bit more about the way the world works."

She took a deep breath. "So, um, are you seeing anybody?"

A loaded question. She did know how I felt about her. And MJ was in love with Peter.

"I've been dating."

"Oh?"

Too much digging. What did she want to know? "Are you asking if I'm gay?"

"Um..."

"No, that's okay. You can ask. I was sort of a guy, then sort of a girl."

She put a hand over her face. "I'm sorry. It's dumb."

"No, it's okay. It was confusing for me too. I mean, biology isn't destiny, you know. I might be a girl, but my brain, the bits that were there already, they tell me I like girls. I am a little gay."

"A little?"

I laughed. "Well. Not one hundred percent. I've certainly noticed boys seem prettier to me than they did when I was one. But for the most part, that part of me is the same as it always was. Because, y'know, if whether you liked boys or girls was just determined by whether or not you were a boy or a girl, would anyone ever be gay? It's weird, definitely weird."

"Do you ever wonder if maybe... if you should be a boy? I mean, most of the clones were."

"Yeah, but no. It's weird. Sometimes I feel weird, like it's the wrong body, but most of the time it feels right. Because I am... I am a girl. I'm not Peter. I never really was, not even for a second."

"Yeah."

Again, I was stomping all over her feelings. I took a deep breath. "Anyhow, yeah, here you go." We pulled up in front of her house, and I shifted into park. She unbuckled, but didn't quite get out of the car. She seemed to be searching for the right words.

"Yes," I said, carefully looking forward.

"What?"

"The question you didn't quite ask. Yes, I feel... I feel all that about you."

"Oh." She was silent.

"No, it's not a big deal. It's just a memory left over in my head. You don't have to worry about me stalking you or injecting you with Oz. I just... I just want to make sure you're okay, that's all."

She sighed. "Thanks, Jessica. Let me know when you want to do another lab session."

"Yep, I will. Thanks."

She left, and I watched her go with a mix of dread and joy twisting my stomach in knots. Maybe by the graceful curve of her neck, or that little bit of pale skin showing where her shirt just barely didn't meet her pants. Maybe just by having been talking to MJ.

But she didn't love me, and never really could.

5.

The thing of it was, I'd had a while on my own.

At first I hadn't really thought it out. I was fifteen, and the only thing I'd known was that I had no family, no friends, nowhere to go. I had Peter, but I was double-damned if I was going to lean on him. I was his clone. And the way things had gone, I couldn't help feeling as if I'd stolen something from him just by existing.

So I had a costume, and powers, and all those brains. And I wasn't going back to school.

On the streets I made some friends. Enemies. A lot of people thought they could hustle me because I was a pretty little girl out on the streets alone.

Big mistake.

I was Spider-woman.

I wasn't one hundred percent sure about these powers of ours, but I started paying really close attention. About the time bigger and badder bad guys started popping up out of the groundwork I really sat down and tried to figure who I could _not_ take out in a straight-up fight. I tried to figure out just when I ought to run away for backup.

That led to some interesting tests of strength. I ended up comparing bench-presses with Thor at one point. Dude is massive, and word is he can give the Hulk a run for his money. His muscles are huge.

He was nowhere near as far ahead of me as he should have been.

I have skinny little pixie-stick arms. And in each one is the strength to lift a freaking car off the ground.

Couple that with my amazing super-sticking abilities, which give me all sorts of interesting leverage, and the sky is literally the limit.

I'm a powerhouse. And I look pretty damn good in these tights.

I had never realized that, as Peter, just how powerful I was. Being put into a body that most people assumed was absolutely powerless helped show me what I was.

And I was getting stronger.

Exercise. Growing older. I was getting a little stronger every day. Thor was at his upper limit already. I hadn't quite reached it.

That was when I realized that a lot of the stuff I do was thinking small.

That led to about a three-month period of only fighting super-villains. Teaming up with the Ultimates a bunch. It was an interesting time.

Nick Fury really wasn't sure what to make of me. I mean, he's less a dinosaur than Thor is, but he was working on trying to trust Peter around that time, and I was a wild card. I wasn't really Peter, and he knew I was less stable. I scared him a little bit.

But he gave me a little space. Because Peter had just bitched him out over not trusting him, and he knew I was a clone. He gave me that little bit of space, and let me know that he was trusting me, that he was going to extend me that one little courtesy.

That was his best move, really. I appreciated it. And I showed my appreciation in palpable ways.

Like saving his tuchas.

Anyway.

I made my way back to the crappy apartment I was renting. It was in a bad part of town, it had basically the stench of despair around it—but it was cheap, with a lot of square footage. That was important to me.

The whole gang was there by now, having got back from their dead-end jobs and whatever entertainment they had scrounged out of the evening.

In the beginning it had just been me and Dickie. He was a pretty good guy—the first guy on the streets who'd tried to protect me, keep me from being taken advantage of. A very sweet waste of his time. As a skinny gay black dude, he was familiar with being on the wrong end of the stick.

Some guys that turns bitter. Dickie had gone the other way with it. He tried to protect everybody. When I had a chance to get off the streets, I had to take him with me.

The others were his idea, naturally. Kids who had nowhere else to go. Kids who were what Dickie would call natural victims.

I came in the window.

See, the thing about not having a real secret identity? It gives me a certain freedom. What you gonna do, out me? Tell folks who Spider-woman really is, where she lives? I pay my rent in cash. My name doesn't actually have anything behind it.

So when we like folks enough to trust them to stay here with us? Well, we tell them upfront they're moving in with one of New York's most minor superheroes.

Most minor by choice, not by powerset.

"Yo, is dinner ready?" I asked, turning on the TV and switching it to the all-local-news-all-the-time station. Then I flipped open my laptop and set up the news feeds, plugging in.

Dickie stuck his head out of the bathroom. "Carla got beat up by her old pimp again. Dude wants to get her back, but bad. You want to work him over?"

I thought about it. "That'll just get the wrong kind of eyes on her. We want to do that, we gotta do low-key, you know?"

"Low-key?"

"Yeah, man. Yeah. No costume. Maybe a hoodie. Tell him she's running with a gang now or something. Give him something to fear. Dinner ready?"

It was home. Ish.


	2. Chapter 2

Notes: this sticks close to canon through the Ultimate Spider-man series; I love Bendis dearly, but the one thing that bugs me about him is that sometimes he creates strong female characters—and seems to forget about them. Spider-woman's story is an awesome one, one as compelling or maybe even more than Peter's story. But... not told. Just implied. I want her to be a bigger part of the Ultimate Spider-man Universe than she is. But... she's not.

Rating: Teen

1.

I woke up with a start. My phone was softly buzzing on the floor next to the little cot I was sleeping on.

I grabbed it, fumbling it open. "Jess," I muttered, clinging to the phone.

"Jessica? This is, um, this is Agent Turner. There's a situation developing at the Triskelion. Can you attend to it?"

Turner. I tried to put a face to the name, and failed. That was okay. Most of them didn't really know what to do with me anyway. Sharon Carter was probably my favorite, because she had a short temper and didn't like bullshit, plus she thought out of the box.

And she wasn't Nick Fury. That one was important to me, for some reason.

Maybe I was still a little mad at him about what happened to Peter.

"I'll be down," I replied, resigned to it.

I disentangled myself from the kid, who had once again snuck into my room and cuddled up to me during the night. She'd come from a bad situation, and had kind of glommed onto me as a source of stability. It was cute, but not actually totally healthy. We kept meaning to sit her down for a long talk about boundaries and superheroes, but it seemed a little cruel, so I kept putting it off.

2.

Sandman. Again.

It didn't surprise me that he had busted out a second time. Fury had a policy of escalation—once somebody had proved they could break out, you treated them like a constant threat. Plain and simple. It was supposed to deal with this problem.

It didn't change the fact that he basically had a whole bunch of villains with powersets beyond anything he could contain locked up in this place. I mean, the Hulk? Hulk is basically a god, y'know? More powerful than the gods I've met.

And Sandman was like that too. Too powerful for his own good. He'd been given basically god-level powers. He could be blasted into constituent atoms, and he'd just put himself back together.

It sounds simple, but what the hell could you do to a guy who was essentially unkillable?

Energy blasts seemed to slow him down, but obviously he was finding some way to adapt, or else just keeping him in containers with some kind of charge would—

Whoops. Too much thinking.

He landed a doozy of haymaker on me, blasting me out of the sky. I tried to roll, but I still ended up crashing into the ground, rolling.

I was dizzy, suddenly, and the ground seemed to shift and slide under me as I tried to jump up. But I knew I had to move, so I managed it, just barely avoiding another blast of sand.

Where did he get the energy to move all his mass like that, if he didn't eat any more? There was something going on there, something interesting, but, again, thinking too hard during a fight just slows me down.

So I abandoned thought and moved purely on instinct, twisting in midair and firing webs out of my fingers. It was a weird, pulsing feeling.

And don't even get me started on the physics of it. My metabolism moves overtime to provide so much external secretions. If I web around for an hour I'm so hungry I literally blow through nearly my own body weight. And usually in meat, too. It's a very disgusting thing.

Oops, thinking during a fight again.

I flipped and looped and spun around him, taking a few shots, but mostly just drawing his fire. "Been thinking about what I said?" I asked him, jumping up and sticking to a wall.

He paused, glaring at me. "Kid, you are really starting to piss me off."

He didn't know what anger was. Not really righteous anger like the stuff humming in my gut. Peter was basically the only good guy I knew, the only one who was standing up and doing the right thing for the right reasons. I know the Ultimates, dude. They're a bunch of over-testosteroned meat-heads who like hitting people. That's why they do what they do.

I pointed a finger at him. "Dude. Don't even. Do not even. Your whole schtick is lame. Unthinking, unreasoning. You remember Kraven? Meathead Kraven? You get that you're just totally acting like him, right?"

That struck a nerve. He liked to see himself as smarter than the others. He was a career criminal, as near as I could tell from his past. So he tried to act all sane about it, as if it was just a way of life, a way to do things.

I continued, hammering home my advantage. "When you're just a dude doing stuff, knocking over banks and stuff, that's pretty crappy of you, but you can get away with it, right? The minute you became what you are now, you became something else. You get what we are, don't you?"

I hopped down, dropped twenty feet and landed with effortless grace.

"We're powerful," he said, grinning at the thought.

"Yeah, dude, and we're fricking punching each other in the face while you try to run away before even more powerful guys show up and throw your ass in jail." I poked in him in the chest. It was a surprisingly person-like chest, despite being made of sand.

He squirmed a little. "Kid, you are not altogether smart, are you? You know what I can do, and you walk right up to me. I could kill you."

"You killed him," I said. "That make you feel better? You killed a sixteen-year-old kid who was just trying to save the world. You know that he's saved the world, right? When things went down that were so bad you coulda died, he stepped up. And what are you doing?"

He looked down the street. I followed his gaze.

Ahead there was another bank.

"Seriously?"

"What can I do without money?" he asked defensively.

"What can you do with money?"

He paused, trying to find an answer that wasn't a complete meathead answer.

There wasn't one.

"No money can buy you an out. No money can save you from the Ultimates. You want to not go back to jail?"

He froze up on that offer. "Not go back to jail?"

"Look, they offered to give you a deal, right? Cooperate, and get time off? I can cut you a better deal."

His face hardened up immediately. "No deals."

"What kind of deal do you think I'm going to offer you? You think I'm gonna ask you to snitch on your old pals? We're not in the world you know!" I waved a hand at him. "You're not just a meathead, right? You're not just Kraven? Cuz you know what his problem was?"

He barely hesitated. "Dude's a retard."

"He got to the top of his business."

He frowned at that. He didn't like hearing that. He was the one on top of his 'bidness,' the one who had it together. And he knew Kraven was a colossal screwup.

I continued. "He walked in a different world, one with different rules. And he knew those rules pretty good. Good enough to be a god in his world. But he stepped down into your world, and he didn't know the rules. He didn't know the first thing about walking, about talking, about keeping his head. And he stepped into my world, into this world, and he didn't know the rules there. You want to learn the rules of this world? You want to avoid being Kraven the meathead? Because that's the deal."

He was pretty canny, when you came right down to it. He could tell a patter when he heard one. So he stared at me, puzzled. "You can't really make an offer like this. Not even Fury made offers like this."

I shrugged. "I'm playing on a different level. He's playing against space aliens and the hulk. I'm a little lower down, closer to the streets. He looks at you, he thinks about what good you'd be against those guys. Me, I look at you, I see somebody who could probably save the world."

He snorted. "Never in a million years, kid."

"So. Thought experiment. You see the streets, how they're a little sparsely populated? See how the buildings are all different? Magneto cut the city down with a tidal wave, right? Decimation. Killing off ninety percent of the normals." That's the opposite of decimation, actually. Don't think. Keep talking. "So, you tell me, my man." I leaned closer. "You'd let him do that? Let him kill millions of people?"

He looked uncomfortable. Maybe a little scared. "Uh, what am I gonna do to Magneto?"

"What could you not do to him? Are you magnetic, in your particilized form? I don't think you are, or Iron Man coulda just used a straight magnet to hold you in jail forever. Non-magnetized, and nothing he throws at you could hit you. You could walk right up to him and punch him in the face, and he can't stop you. He tries to fly away? You can flow like water uphill. I saw you do that."

I didn't mention that as far as I knew Magneto was dead. I'd seen Norman Osborn's dead body a couple of times now, and that had barely slowed the bastard down. 'Dead' means diddly-squat… we're gods, now, immortal and unkillable and locked in never-ending combat.

(I'm not unkillable, Peter wasn't unkillable, and we fight against beings that are—don't think about that)

His eyes narrowed as he thought about it. He was used to thinking of dudes who could kill you with a thought as some kind of god—far above mortals like us.

I was quiet. When it started to sink in, you had to give it a chance. You had to let them reach their own conclusions.

When I spoke again, I kept my voice soft. "Is there anybody in this world you _like_?"

His eyes snapped up at me, narrowing. He had that look to him, that dangerously canny look. He knew what I was leading up to. I hoped that wouldn't help him evade the import of it. "Because Magneto doesn't care. He wanted to kill everybody. The aliens that invaded a while back? They didn't care. Nobody cares. It's not just the mooks who die. The people you care about die too. And I can't stress this enough; nobody else out there is really going to stop them. You're thinking about Tony Stark and the Ultimates, but those guys are small potatoes, really. They're always busy, always off doing something else. Where are they right now? If Magneto was here, and he was going to kill off somebody you loved… you have a kid, don't you?"

He snarled at me. "Don't give me that."

"Your kid still alive? Do you even know? Did you even check? Because Magneto tried to kill everybody. The next guy? You think the next guy will let it go this easy?" I shrugged. "Anyway. Hey, you wanna get out of here before Tony Stark gets down here and zaps your ass?"

"You gonna lead me right to him?" he asked, again, so very canny.

I shrugged. "Take a chance, dude. You don't have a lot to lose, and you stand to win. Take a tour with me. Let me show you the kind of world you're in now."

He sneered. "Gonna show me how helping people makes you feel all tingly inside?"

I gave him a Look. Maybe it lacked power behind the mask, I don't know. But it was a Look. "Yeah, we'll stick with the basics, right? And then if you graduate to the advanced class it'll be all 'gee, we nearly died saving that old dude and then he screamed at us, and gee don't that feel just great.'"

He laughed. It was kind of a vicious little snigger, but it was good to know he had at least a little bit of a sense of humor. That was another thing about most of the villains I'd fought. Zero sense of humor.

3.

"You got a name, kid?" he asked me, while I ate.

I rolled my eyes. "Spider-woman."

"Ha. No, like a real name?"

I shrugged. "Jessica."

"I'm Flint," he said.

Well. A show of trust. That was good.

We were hanging out on a rooftop, where we had a good line of sight on the Triskelion, and my new lab hangout. I was wolfing down fast food.

"You eat a lot," he noted.

I nodded, swallowing another big mouthful. "My metabolism is crazy off the charts. My genetic package is pretty out there, and part of it is… scary."

"Scary?"

I grinned at him. "The easiest way for me to fulfill my metabolic needs would be outright cannabilism, and the dude who was sorta me? Was a cannibal who ate people. If I snap, I'm probably going to start eating people."

He stared at me, more than a little creeped out suddenly. "Um…"

"You have nothing to worry about, of course, because you're not human."

He nodded. "Unless you decide to eat somebody I like, right?"

I nodded. "Unless." I ripped the next burger out of its disgusting greasepaper cover. "But I'm hardly the biggest threat. I'd eat, like, fifty people, tops, before somebody figured out what was going on and sicced the Ultimates on me. Fifty people is a drop in the bucket compared to the body-count some of the baddies pile up." I started stuffing my mouth.

He shivered. "My bodycount isn't even…"

"Yeah. That's why you're walking free right now… you could probably get worse, decide to go on a killing spree for no reason, and kill hundreds." I was talking with my mouth full. I wasn't very good at the lady-like thing. I didn't feel the remotest interest in learning how to be good at it.

He looked uncomfortable with the thought. "Why would I do that? I mean, that doesn't even…"

I swallowed. "At some point you're going to have an existential crisis, y'know? You're not human, and you can't go back to being human, and they're _scared_ of you. You see the hate Spider-man got? You see how people treated him? They saw he was more than human. It's scary. He… I'm so strong I could kill a person with one hand. This hand." I held up my left hand. "I could just take hold of their neck and snap it."

He stared at my hand for a long minute. He was used to violence. He had killed. He'd lived that kind of life.

But it was pretty horrifying, just the same.

"And the thing is, some days I start to feel like it. Like all these people are just a bunch of shits, because they treated Peter that way."

"You knew Spider-man." He focused on that, on something he could understand.

"Yeah, I knew him! Dammit. It's complicated."

He shrugged. "The little puke put me down hard that one time."

"Yeah. One time." I shrugged. "Anyway. I could probably get a bigger kill-count than you, if I snap. And it's a possibility." One Nick Fury had carefully taken into account, building robots he'd called 'Spider-Slayers,' and making a big deal out of it.

He wasn't totally wrong. I had way more actual grievance than most supervillains. Doc Ock? He got so many get-out-of-jail-free cards it was ridiculous, but he felt entitled to more than that. He hadn't been through half the actual crap Peter and I had been through. He hadn't lost his parents to this. He hadn't lost his childhood and his innocence to this.

Speaking of.

"So," I said, waving a hand back at the Triskelion.

He scowled at me. "So, what? I should turn myself over to them?"

"No, probably not. They're not good people, y'know."

He rolled his eyes. "What a goddam insight."

"No, I mean this seriously. When the world looks like it's about to end and everybody is ducking for cover, we call them, right? But the biggest problems we've faced, the ones that nearly ended us? They caused it. They're not good people. They're not always the good guys. They're just on the right side _most_ of the time. They had a chance to kill Magneto, you know. But they didn't. They wanted to figure out what makes him tick."

"Ain't you the boy scout of the bunch, you and the Spider?" He seemed genuinely confused.

I shrugged. "I got a rule. I don't kill. It's not a firm rule. It was for him, and he's dead. I'm a little darker than him. I'm not as good as him. So. This is the part where you ask me, so what."

"Yeah, so what? So what am I supposed to do, just pretend I'm the hero? They're bigger than me. I'm just a thug."

"_Were_."

"Yeah. I was."

"You can't be what you were. If you pretend to be, that just makes you something else. Something pretending to be what you used to be. Denial isn't an attractive look on you."

He scowled. A deep scowl. Not just anger, a mask to hide his confusion. "So what am I?"

"Thing is? Nobody knows. The people that made you and me, they wanted to do this. They wanted human weapons. But human weapons... we don't have handles to point us at the right person, and we don't have triggers. We're people. We're still people, even if we're not the same as we were. We can choose."

My phone rang, on my hip. Just a quick 'dee-dee.'

"What's that?"

"Probably Nick Fury, wondering how I've been masking your unique power signature for the last hour."

That got his attention. "You can do that?"

"Yeah, it's a thing I got for doing a favor for a dude. Because I didn't want to be always just one step from Fury taking me down." I took out the phone. "Hey, be cool, okay? This is the thing I needed to show you."

I opened the phone, aware that this was way past Flint's tolerances, that he was nearly panicked. For him this was bone-deep. The cops were the bad guys, the ones who always came to get him. It was time to run.

"Jessica," said Nick Fury, his voice carefully controlled.

This dude had thrown down with Wolverine on occasion, and survived. He could be scary.

"Hey, Nick, old buddy," I said, not bothering to inject any fake happiness into my voice. "How're we feeling?"

"A little bit like you're sheltering a convict. Not just any convict—a cop-killing wife-beating piece of trash."

I shrugged. "Yeah, blah blah, you want him back, we know. Tell you what, if he won't give me what I want, then I won't hide him from you. Hope that's good enough."

I put Nick Fury on speaker-phone, and held the phone out in front of me.

"Jessica, this is not your call, not this time," said Nick Fury, and he sounded very angry.

"It kind of is my call, dude," I said. I looked right at Flint, who was still scowling, shuffling his feet as if getting ready to make a run for it. "You said you'd give me space to make my own calls, dude, and I'm calling this one. He's on my turf, so you can just back the hell off. You want to renegotiate our deal?"

Silence. There was no renegotiating our deal, not now. I'd done too much black-ops shit for Fury, I knew too much. Any renegotiation could only shift the balance of power closer to me.

"There comes a point where renegotiating is an act of treason, Jessica," he said softly.

"Fuck you, Fury. This is well within our deal. This isn't treason, this is a judgment call. Are we going to stop trusting each other now?" I had picked up the potty mouth on the street. The old me, the old Peter, would have been mortified.

A long silence. "All right, Jessica. But if it goes bad, it's on you."

"It's always on me, dude. Has been for a long time." I hung up.

Flint settled back on his haunches. "Well," he said, after a moment. "That was impressive. Did you two plan that out before-hand?"

"Nah. Things are always edgy between us. I do whatever I want, however I want, and in return all I gotta do is kill the occasional alien infestation, serve as a junior member of the Ultimates, and put up with Fury's asinine sniping. Now you tell me; what's the other path I could take?"

"Seize power?"

I grinned. Less than a day in, and he had noticed. "Yep. I could be president tomorrow. I'd just have to kill a whole bunch of people. And at the end of the day, what do I gain? What do I get from it? It won't even slow Magneto down. It certainly won't give me a moment's peace. No matter what I do, the next Magneto is coming. He's coming to kill everybody. If I want to save even one person on this earth, if I care about anybody—I have to save them all."

He grimaced. "The thing is... you heard what he said about cop-killer, wife-beater? I had a girlfriend and a kid, you know. And then one day I go to rob this bank, and the cops are waiting for us. Had to shoot one to get out, and I knew right then, I was probably gonna get capped going to prison. I knew I was done. Nothing to lose, all that. So I go home, figuring I'll see the kid one last time. And I get there and the bitch is packing. She is packing up all her stuff, leaving mine.

"And I knew right then, she'd snitched on me. And what's worse, she starts crying, telling me that it's all for the kid, that growing up around me is no life for a kid.

"And she's right, ya know? I'd be a terrible dad. And I got so mad I just about killed her.

"So there ain't nobody in this world I'd be sorry to see go, kid. So maybe I choose the second path, think hard about how to seize power, go off the deep end. Maybe that's the better way to go."

I sighed. "I have family down there." I pointed down at the city. "People I love. People I care about. You're not Magneto, you're not going to kill everybody here. But you'll clear the path for him. You'll distract Nick Fury, distract the Ultimates. You will create a smokescreen that anybody could stroll down through, letting them kill everybody. If I had been able to keep Norman Osborn off Nick Fury's radar, he might have had the time and resources to deal with Magneto before he killed so many. If I had been able to keep my area clean of people like you."

I clenched my hands into fists, holding them up in front of him. "And if you're distracting me from Norman Osborn, or the next Norman Osborn, then it's not enough for me to just put you in bottles till you can break out again. This is twice in two days, dude. You know how you're unkillable?

"Thor is an actual god. I know people who do stuff with magic. You're unkillable by normal means, but I know ways to drop people into actual hells. You might be unkillable, and the guys you're fighting now can only keep you down a while, but if you are that guy, if you create these problems, I will kill you."

I put my hands down at my sides. His face was stony, impassive.

"This is why I've shown you what I have with Nick Fury, the space I have," I whispered. "Not just a carrot to show you what kind of life you could have if you did things my way. Also to show you that nobody—and I do mean nobody—can afford to stay where you are. I have space because I have shown him I am willing to do whatever it takes to keep this world intact—and he does appreciate that kind of devotion to his ideals."

"I bet he does," muttered Flint. "So the thing you have that keeps you from being spied on by Fury...?"

"Magic. A favor from somebody else, who I helped out when they were in trouble. And he's dead now—we're still looking for somebody to take his place, try to keep the nasties out of this world. He was over-confident, thought just because he was more powerful than anybody on this plane of existence that he was safe. Again, this is the world that you've fallen into. These are the rules. So, Flint. Want to go back to robbing banks?"

He was silent for a minute. "So what do you do for fun?" he asked finally.

I took the mask off, shaking out my hair. "Flint, my man. Dude. Can you masquerade as human for a while?"


End file.
